This Keynote Speaker Platform Agreement is entered into by and between Keynote Direct and the individual or entity who registers to offer speaking services through the Platform (“Speaker”).
This Agreement sets forth the legally binding terms for the Speaker’s use of the Keynote Direct platform and any related services. By accessing or using the Platform, the Speaker agrees to be bound by these terms.
1. Speaker Obligations and Profile Maintenance
1.1 Listing Eligibility and Good Standing
The Speaker acknowledges and agrees that the privilege of maintaining a listing on the Keynote Direct platform is conditional upon the Speaker being in Good Standing. Good Standing is defined as having successfully paid the required annual Listing Maintenance Fee (“Annual Fee”) to Keynote Direct by the stipulated due date. Failure to remit the Annual Fee within thirty (30) days of the due date grants Keynote Direct the right, at its sole discretion, to temporarily suspend or permanently remove the Speaker’s listing from the Platform without further notice or liability.
1.2 Accuracy of Speaker Profile and Services
The Speaker is responsible for ensuring that their profile, including, but not limited to, availability, rates, biography, topic descriptions, testimonials, and past event performance, is accurate, up-to-date, and not misleading. Keynote Direct reserves the right to remove or modify any Speaker content that violates these terms or is deemed inaccurate or harmful to the Platform’s reputation.
1.3 Event Completion
The Speaker is responsible for the professional and successful completion of any keynote event (“Event”) booked through the Platform, adhering to the terms agreed upon with the Event Organizer (the client who books the Speaker) via a separate Event Booking Contract. Successful completion is defined as the Speaker delivering the talk as scheduled and specified in the booking details.
1.4 Independent Contractor Status (Aligned with Event Contract)
The parties acknowledge that the Speaker is an independent contractor and is not an employee, partner, joint venturer, or agent of Keynote Direct. The Speaker shall assume all responsibility for the payment of federal, state, and provincial income tax, social security and Medicare tax, public liability, and workers’ compensation insurance due on fees earned through the Platform.
2. Keynote Direct Platform Services
2.1 Platform Role and Service Provision
Keynote Direct operates as an intermediary platform to facilitate the connection between Speakers and potential Event Organizers. Keynote Direct is not a party to the contractual agreement between the Speaker and the Event Organizer (the Event Booking Contract), except with respect to its role as the payment collection and remittance agent as outlined in Section 3.
2.2 Payment Processing and Commission Structure
Keynote Direct shall collect all Event Booking Fees from the Event Organizer on behalf of the Speaker. Keynote Direct shall process and remit the Net Event Fee (defined below) to the Speaker only upon confirmation of the Successful Completion of the Event by the Event Organizer, or pursuant to Keynote Direct’s defined payment schedule.
3. Financial Terms and Commission
3.1 Keynote Direct Commission
For every Event successfully completed by the Speaker, Keynote Direct shall deduct and retain a ten percent (10%) service commission from the gross Event Booking Fee collected from the Event Organizer. The amount paid to the Speaker (“Net Event Fee”) shall be calculated as: Net Event Fee = (Gross Event Booking Fee) – (10% Keynote Direct Commission) - (2.9% Payment Service Fees) - ($0.30 CAD Payment Service Fees).
3.2 Cancellations and Refunds (Aligned with Event Contract Principles)
The Speaker must adhere to the Platform’s standard Booking Cancellation Terms as stipulated in the Event Booking Contract signed for each engagement. The Speaker agrees that any portion of the Event Booking Fee that must be refunded to the Event Organizer due to cancellation or non-performance will be deducted from any future payments owed to the Speaker, and no commission will be due to Keynote Direct on the refunded amount.
4. Future Bookings Exclusivity
The Speaker agrees to inform Keynote Direct of all inquiries resulting from an Event booked through the Platform (inquiries by the Event Organizer or audience members concerning potential future bookings), authorizing Keynote Direct to handle negotiations and contracts for all follow-on business (including, but not limited to, speaking engagements, trainings, coaching, and consulting) and to receive the appropriate commission. This exclusivity shall apply to all bookings or projects received arising directly or indirectly from the engagement and booked within one (1) year from the engagement date.
5. Indemnity and Limitation of Liability (Aligned with Event Contract)
5.1 Indemnity
Each Party (Speaker and Keynote Direct) shall indemnify, release, defend, and hold harmless the other Party (and its directors, officers, and employees) from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a third-party claim, action, or proceeding, based directly or indirectly on any breach of its warranties contained herein or arising from or relating to its performance under this Agreement.
5.2 Limitation of Liability
Except for the payment obligations of the Parties, the indemnification obligations, and any damages arising from one party’s misappropriation of the other’s intellectual property or confidential information, neither Party shall be liable to the other for indirect, incidental, consequential, special, or exemplary damages (such as lost revenue or anticipated profits).
6. Governing Law
This Agreement shall be governed and construed in accordance with the laws of [JURISDICTION – e.g., the State of New York] without regard to its conflict of laws principles.
